AIP Realty Trust Announces Non-Brokered Offering of Preferred Units and Provides Update on AllTrades Transaction and Concurrent Financing

VANCOUVER, British Columbia, June 09, 2025 (GLOBE NEWSWIRE) -- AIP Realty Trust (the “Trust” or “AIP”) (TSXV: AIP.U) is pleased to announce a non-brokered private placement (the “Financing”) in which the Trust intends to issue up to 14,000,000 Preferred Units – Series B Convertible (each, a “Preferred Unit”), at a price of US$0.50 per Preferred Unit for aggregate gross proceeds of up to US$7,000,000.

Except as otherwise expressly provided in the Third Amended and Restated Declaration of Trust dated June 17, 2022 (the “Declaration of Trust”), each Preferred Unit shall have the right to receive notice of and to attend any meetings of Trust’s unitholders and to one vote for each Preferred Unit held. Holders of Preferred Units will also have the right to a proportionate share, in preference to the Units, of (i) all allocations (including allocations of income of the Trust), (ii) all advances or distributions of cash or other property (including amounts out of the income of the Trust or other amounts) and any other advances or distributions of a similar nature made in accordance with the Declaration of Trust; and (iii) the share of the Preferred Units in the remaining Trust assets on dissolution in accordance with the terms of the Declaration of Trust. Each Preferred Unit shall be convertible into one Unit at no additional cost, on the earlier of: (a) five (5) business days following the holder of such Preferred Units providing notice to the Trust of its intent to convert its Preferred Units; (b) the closing by the Trust of any merger, acquisition, plan of arrangement, restructuring, reverse take-over or other similar transaction involving the Trust; (c) at the option of the trustees of the Trust; and (d) April 30, 2027. The terms and conditions of the Preferred Units have been filed on the Trust’s profile at www.sedarplus.com.

Pursuant to the subscription agreements to be entered into between each subscriber and the Trust, each subscriber will be subject to, among other things (i) coattail provisions to be adhered to in the case of a potential transfer of Preferred Units and (ii) a covenant by the Trust to purchase the Preferred Units from the subscriber in the event that the Preferred Units are to convert pursuant to the designation, limitations, rights, privileges, restrictions and conditions attaching to the Preferred Units should a subscriber beneficially own, or exercise control or direction over that number of voting securities of the Trust which is greater than 9.9% of the total issued and outstanding voting securities of the Trust.

The net proceeds of the Financing will be used to fund the costs associated with the completion of AIP’s proposed business combination (the “AllTrades Transaction”) with AllTrades Industrial Properties, LLC (“AllTrades”) as previously disclosed by the Trust in a news release dated November 14, 2024, including costs related to audit fees, legal fees, preparation of necessary documentation for the AllTrades Transaction and due diligence costs. The Financing is being completed independent of the completion of the AllTrades Transaction with the funds being made available for AIP’s use immediately upon closing thereof.

Completion of the Financing remains subject to approval from the TSX Venture Exchange (the “TSXV”). The Trust may pay finder’s fees on a portion of the Financing, subject to compliance with the policies of the TSXV and applicable securities legislation.

AllTrades Transaction Update

The Trust is also pleased to provide an update on the progress of the AllTrades Transaction. As previously disclosed on November 14, 2024, the Trust, through its subsidiary AIP OP, LP, entered into a securities purchase agreement with 2024 ATIP, Inc. pursuant to which the Trust intends to acquire all of the issued and outstanding membership interests of AllTrades.

In order to support the AllTrades Transaction and the purchase of the six completed AllTrades Serviced Industrial Business Suites, the Trust intends to complete a brokered private placement in which it will seek to raise aggregate gross proceeds of up to US$100,000,000 which will be used to finance the AllTrades Transaction purchase price, among other things. The Trust is currently engaged in advanced discussions with several leading banks who have shown interest in serving as lead investment banker of the syndicate to the Concurrent Financing. The transaction terms and ultimate structure of the Concurrent Financing remain under consideration and subject to negotiation with the syndicate members. Upon the entering into of an engagement letter with lead agent to the Concurrent Financing, the Trust will file and disseminate a news release disclosing the final terms.

“We are thrilled with the momentum we have on this transformative transaction with AllTrades,” said Leslie Wulf, Executive Chairman of the Trust. “Our negotiations with the banks and the degree of interest we’ve received represent a crucial step towards securing the necessary financing to support our vision. We look forward to providing further updates as we continue to work diligently towards completing this transaction.”

About AIP Realty Trust

AIP Realty Trust is a real estate unit investment trust with a growing portfolio of AllTrades branded Service Industrial Business Suites (“SIBS”) light industrial flex facilities focused on small businesses and the trades and services sectors in the U.S. These properties appeal to a diverse range of small space users, such as contractors, skilled trades, suppliers, repair services, last-mile providers, small businesses and assembly and distribution firms. They typically offer attractive fundamentals including low tenant turnover, stable cash flow and low capex intensity, as well as significant growth opportunities. With an initial focus on the Dallas-Fort Worth market, AIP plans to roll out this innovative property offering nationally. For more information, please visit www.aiprealtytrust.com.

For further information from the Trust, contact:
Leslie Wulf
Executive Chairman
(214) 679-5263
les.wulf@aiprealtytrust.com

Or

Greg Vorwaller
Chief Executive Officer
(778) 918-8262
Greg.vorwaller@aiprealtytrust.com

Cautionary Statement on Forward-Looking Information

This news release contains statements which constitute “forward-looking information” within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of AIP Realty Trust with respect to future business activities and operating performance. Forward-looking information is often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions and includes information regarding the ability to obtain regulatory and unitholder approvals, the closing of the Financing and Concurrent Financing and aggregate proceeds to be raised thereunder, the use of proceeds to be raised under the Financing, negotiations with the agents regarding the particulars of the Concurrent Financing, the closing of the AllTrades Transaction and other factors. When or if used in this news release, the words “anticipate”, “believe”, “estimate”, “expect”, “target”, “plan”, “forecast”, “may”, “schedule” and similar words or expressions identify forward-looking statements or information. These forward-looking statements or information may relate to proposed financing activity, proposed acquisitions, regulatory or government requirements or approvals, the reliability of third-party information and other factors or information. Such statements represent the Trust’s current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Trust, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward- looking statements. The Trust does not intend, and do not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements and information other than as required by applicable laws, rules and regulations.

The forward-looking statements contained in this news release are expressly qualified in their entirety by this cautionary statement. All forward-looking statements in this news release are made as of the date of this news release. AIP does not undertake to update any such forward- looking information whether as a result of new information, future events or otherwise, except as required by law.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This news release is not an offer of securities for sale in the United States. The securities may not be offered or sold in the United States absent registration or an exemption from registration under U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”). The Trust has not registered and will not register the securities under the U.S. Securities Act. The Trust does not intend to engage in a public offering of their securities in the United States.

Source: AIP Realty Trust

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